NCRS By-laws

[Kevin G.]

Here is a link to the most current available NCRS By-laws. Found here on this site.

https://www.forums.ncrs.org/register/NCRS-By-Laws.php

I understand there have been some recent changes to them, and I'm hoping someone can relay the exact changes for us?

TIA

Edit: Must be logged in to view link.....added By-Laws

NCRS By Laws

Amended and Restated By-Laws July 18, 2014 TABLE OF CONTENTS ARTICLE I - DEFINITIONS & ABBREVIATIONS.................................................. ............................................... 2 ARTICLE II - NAME.................................................. .................................................. ...................................... 3 ARTICLE III - PURPOSE, OWNERSHIP AND ASSETS.................................................. ..................................... 3 ARTICLE IV - BOARD OF DIRECTORS AND BOARD MEETINGS.................................................. .................... 4 ARTICLE V - OFFICERS, MANAGERS, COORDINATORS AND EDITORS.................................................. ....... 5 ARTICLE VI - DUTIES OF OFFICERS, MANAGERS, AND EDITORS.................................................. ................ 5 ARTICLE VII - NCRS PUBLICATIONS.................................................. .................................................. ........... 7 ARTICLE VIII - MEMBERSHIP - GENERAL.................................................. .................................................. ... 7 ARTICLE IX - CLASSES OF MEMBERSHIP.................................................. .................................................. .. 8 ARTICLE X - TERMINATION OF MEMBERSHIP.................................................. .............................................. 8 ARTICLE XI - ALL MEETINGS - GENERAL INFORMATION AND RULES.................................................. .......... 9 ARTICLE XII - MEMBERSHIP MEETINGS.................................................. .................................................. ..... 9 ARTICLE XIII - REGIONS.................................................. .................................................. ............................. 9 ARTICLE XIV - REGIONAL REPRESENTATIVE.................................................. ............................................. 10 ARTICLE XV - CHAPTERS.................................................. .................................................. ......................... 10 ARTICLE XVI - CHAPTERS - PROBATION AND TERMINATION................................................... .................... 11 ARTICLE XVII - FINANCIAL POLICY.................................................. .................................................. ........... 11 ARTICLE XVIII - RECORDS, BOOKS, AND NCRS LIBRARY/ARCHIVES.................................................. ........ 12 ARTICLE XIX - POLICY, GENERAL.................................................. .................................................. ............ 13 ARTICLE XX - JUDGING.................................................. .................................................. ............................ 13 ARTICLE XXI - NATIONAL CONVENTION AND ROAD TOUR.................................................. ......................... 13 ARTICLE XXII - REGIONAL EVENTS.................................................. .................................................. .......... 14 ARTICLE XXIII - GENERAL.................................................. .................................................. ........................ 14 ARTICLE XXIV - BYLAWS.................................................. .................................................. .......................... 14 AMENDED AND RESTATED BYLAWS N.C.R.S., INC. the NATIONAL CORVETTE RESTORERS SOCIETY ARTICLE I - DEFINITIONS & ABBREVIATIONS 1.1 In these bylaws, the following definitions are used: (a) "National Convention" means (i) the annual largest Board sponsored show (with associated programs and events), (ii) and Annual Membership Meeting. (b) "Convention Chairman" and "Convention Committee" mean, respectively, the person or related group approved by the Board who plan and supervise the conduct of the National Convention in each year. (c) "Member" means each Person who is a member of the Club as provided by Articles VIII, IX and X. (d) "Person" means an individual, business, firm or other form of business entity of any nature whatsoever. (e) "Emblem" means the words, letters, and graphical representations adopted by the Board, from time to time, to serve as the identifying trademark or trademarks of the Club. (f) "Board Members" means the Members who are elected by the Regions, as provided in Article XIV each of whom shall serve for a term of three (3) years unless earlier removed and until his successor is duly elected. (g) "Region" means the nine geographical divisions of the Club as provided in Article XIII. (h) "Chapter" means each Chapter of NCRS established and operating in accordance with the provisions of Article XV. (i) "IRS Section" means a section of the Internal Revenue Code of 1986, as it currently exists and any corresponding provisions of any statute subsequently enacted in place thereof and the applicable Treasury Regulations promulgated there under. (j) "Chapter Manual" means the NCRS Chapter Guidelines and Operations Manual as it currently exists and as it may be modified and amended in the future by the Board, from time to time. (k) "NCRS Library" means the technical reference library which is a repository for all technical data (books, blueprints, photographs, slides, technical bulletins and items of a similar nature) pertaining to the history of the Chevrolet Corvette automobile. (l) "DriveLine" means The Driveline Newsletter published by the Club as provided in Article VI and VII. (m) "NCRS PAP" means NCRS Policies, Accounting and Procedures Manual, as currently established and all amendments, modifications and additions as adopted by the Board, from time to time, as provided in Article XVIII. (n) "TCR" means The Corvette Restorer published by the Club as provided in Article VI and VII. (o) "Judging Guide" means each model year NCRS Technical Information Manual and Judging Guide as established, from time to time, and all modifications, amendments and additions as provided in Article XX. (p) "NCRS Items" means promotional items such as decals, license plate frames, car badges, books, and other items authorized for sale by the Board to Members. (q) "National Office" means the Membership Office currently situated in Cincinnati, Ohio. The National Office shall be the depository for all records of the Club, its publications and judging. There shall be stored at the National Office, subject to periodic culling and destruction as established, from time to time, by the Board, all records generated by all Officers, Managers, Employees, Regional Representatives, and Committees in connection with the activity of the Club. All records are the sole and exclusive property of NCRS and no person may duplicate or retain copies of any records in any medium whatsoever except in accordance with procedures established by NCRS. 1.2 In these bylaws, the following abbreviations are used: (a) "NCRS" and "Club" mean "National Corvette Restorers Society". (b) "Board" means the Board of Directors of the Club. (c) "VP" means the Vice President. (d) "Treasurer" means the Finance Officer. (e) "Manager" means any person who holds any of the managerial positions described in paragraph 5.1. 1.3 In numbering these bylaws, for example, Section 3 of Article XVI can read "paragraph 16.3". 1.4 All masculine designations such as "he", "his", "him", and "chairman" shall also include female equivalents. All singular designations shall include the plural and vice versa. 1.5 Regional Director and/or Regional Representative shall have the same meaning and be used interchangeable. ARTICLE II - NAME 2.1 The name of the corporation is NCRS, Inc., also known as National Corvette Restorers Society. 2.2 No Person may use the name of the Club, its Emblem or logos (if any) without prior written permission from the Board, except that a Member in good standing may display either the name or Emblem in order to so identify himself. 2.3 Chapter stationery or other display of the Emblem or logos, (if any) is subject to Board approval. 2.4 The Board will not grant to any Person, the right to use the name of the Club, Emblem or logos (if any) if such use may result in personal or financial gain to such Person. ARTICLE III - PURPOSE, OWNERSHIP AND ASSETS 3.1 The Club shall be both fraternal and educational so as to serve as a medium for the exchange of ideas, information, and automotive parts and accessories between Members and admirers of the Chevrolet Corvette Automobile within model-years 1953 through 1999, or later model years as approved by the Board, to aid the Members' effort to preserve and restore the vehicles in their original, as manufactured condition, and to encourage the preservation and study of printed technical and historical material. 3.2 The assets of the Club shall be owned and its powers shall be exercised exclusively for educational purposes within the meaning of IRS section 501(c)7. 3.3 The Club shall be non-commercial (except that commercial activities are permitted to the extent allowed by law are related to the exempt purpose of the Club), non-discriminatory, non-sectarian, non- partisan and non-profit. 3.4 NCRS shall have an Emblem and such logos as selected by the Board. 3.5 The Emblem and logos (when appropriate) shall be used on all forms of written communication, displays and advertising originating from the Club. The Club may license the use of the Emblem and/or logos by Chapters and by Persons who do business with the Club. 3.6 NCRS shall have a seal inscribed with its name. 3.7 All Persons extending credit to, contracting with, or having any claims against the Club, shall look only to the assets of the Club for payment of any such contract, claim, debt, judgment, damage, decree or cause of action or any money that may in any way become due and payable from the Club. The Club shall indemnify and hold the Officers and Board Members harmless from such claim. ARTICLE IV - BOARD OF DIRECTORS AND BOARD MEETINGS 4.1 NCRS shall be governed by a Board who shall set broad policy and have authority to act in all matters concerning the Club, subject to the law and to the provisions of these Bylaws. 4.2 The Board shall consist of nine elected Regional Representatives, each of whom is elected for a three-year term. Each year three of the nine Regional representatives are subject to re-election. Representatives are not subject to term limits. 4.3 The President and Secretary of NCRS are respectively the Chairman and Secretary of the Board. 4.4 A Board member may resign at any time by notifying the President or Secretary in writing. A Board member may be removed for cause only with a 2/3 majority vote, of those voting, after the Board member has been informed of the charges against him and after an appropriate hearing before the Board. 4.5 Ballots by Certified mail or overnight service, i.e. Federal Express, are permitted, and action or concurrence of the Board shall require a response by at least half of the membership of the Board and approval by a majority of those voting unless inconsistent with other provisions of these Bylaws. Board action by mail ballot should be sent out by the Secretary with the completed ballots to be returned to the Secretary. Any two members of the Board may co-author a motion to be voted on, by mail ballot, by the Board. 4.6 The President is a full voting member of the board. 4.7 The Annual Board Meeting shall be held between January 1 and March 31 each year at a time and place designated by the Board. The purpose of the Annual Board Meeting is to announce the election of Board members, election of Officers and Managers, and the transaction of such other business as may come before the Annual Board Meeting. In addition to the Annual Board Meeting, a regularly second scheduled meeting of the Board shall be held during mid-year to deal with needed issues. 4.8 Only Board members, persons holding valid proxies, or persons authorized by the Board may officially speak at Board Meetings. Board members must sit in a group, nearest the chairperson, with a separation from any Active members who may be attending the meeting. Proxy votes are allowed for Board Meetings as long as the Member voting presents the proxy to the Secretary at the beginning of the meeting. A Director may not hold more than 2 proxies. All meetings except Executive Session meetings are open to Active Members. No proxy votes are allowed on voting with regards to termination, probation, or reinstatement of a Member or Chapter or for the removal of an Officer, Manager, or salaried employee. 4.9 An emergency Board Meeting or special Board Meeting may be called (a) by the President with concurrence of three Board members or (b) by a 2/3 majority of the Board members. This meeting may be expedited by use of teleconferencing or other electronic means. 4.10 Board members attending the annual Board meeting shall be reimbursed reasonable travel and room expenses incurred. Travel and room expenses eligible for reimbursement are "additional expenses" required to attend the Board meeting. Reasonable travel expenses equal the airfare/mileage (whichever is lowest), approved rental car expenses and hotel/room charges (not to exceed the host hotel charges). 4.11 Attendance of 2/3 or more of active Board Members shall constitute a quorum for the Board. Unless specified otherwise in these bylaws, Board approval of any matter shall normally require a majority vote of those Board members present. 4.12 No Board meeting shall be called solely to announce the winners of the annual election of Officers and/or Board members. 4.13 All Board Members in attendance at the National Convention shall attend the Annual Membership Meeting. ARTICLE V - OFFICERS, MANAGERS, COORDINATORS AND EDITORS 5.1 There shall be four Officers of the Club, a President, a Vice-President, a Finance Officer, and a Secretary, mentioned in descending order of rank; six managerial positions, a Business Manager, a Judging Chairman, a Membership Services Manager, an Activities Chairman, a Corvette Restorer Editor and a Driveline Editor hired by the Board and reconfirmed by the Board at each annual Board Meeting. Both Editors report to the Publications Committee as provided in paragraph 7.1. All Officers and Managerial Personnel, shall (a) carry out Board policy, (b) perform the duties of each respective office as described in these Bylaws and/or as established by contract with the Board, and (c) uphold and administer these Bylaws. 5.2 The President shall be elected by the Directors, with his/her initial term being two-years and each succeeding term thereafter one-year. The Finance Officer shall be elected by the Directors, for a one- year term. These elections shall be at the Annual Board Meeting with the term to begin immediately at the time of election. Other Officers and Managers shall be appointed by the President to serve one year terms; if the person to be appointed to be such Officer or Manager is not a member of the Board, such appointment must be approved by a 2/3 vote of the Board. 5.3 Officers, Managers and Editors may be paid, but any compensation shall be recommended by the President and authorized by the Board. Any Officer, Manager or Editor may resign by giving at least 30 days prior written notice to the President. Any Officer, Manager or Editor whose membership either lapses or is terminated by the Board thereby forfeits his position, as of the date of lapse or termination. 5.4 The Board may remove any Officer, Manager, or Editor for cause. Cause includes failure to exercise or perform the duties of the office or position as specified by these Bylaws, NCRS PAP or other Board-defined policy. Removal action shall be taken only after the Officer, Manager, or Editor has been informed of the charges and has had the opportunity to personally (not by agent, attorney or other representative) present a response before a meeting of the Board. 5.5 The Board, or the President with the concurrence of the Board, may establish other offices, positions or committees, and may appoint or hire persons to fill them. 5.6 Any vacancy in Officers, Managers, or Editors shall be filled by appointment by the President for the remainder of the term, with the exception of a vacancy in the office of President, which will be automatically filled by the Vice President, as stated in 6.2d. This appointment to the office of President shall be for the remainder of the current term. Any person appointed must be an active member. 5.7 There are no term limits on Officers. ARTICLE VI - DUTIES OF OFFICERS, MANAGERS, AND EDITORS 6.1 The President shall be a member of the Board and shall be elected from the membership of the Board. He shall (a) be the principal Executive Officer of the Club, (b) supervise and control the affairs of the Club; (c) preside at all meetings of the Board or membership, (d) may sign, with the Secretary or other appropriate Officer authorized by the Board, any deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, (e) shall issue guidance to the other Officers pertaining to "public relations" relative to NCRS activities, (f) shall prepare a President's page for each issue of TCR for the purpose of keeping all members informed of major activities, trends, and developments of the organization, and (g) perform all other duties normally incident to the office of President. The President may elect to serve on any committee as an additional member of such committee as described in the by-laws. 6.2 The Vice-President, a member of the Board, in the absence of the President or in the event of thePresident's inability or refusal to act, shall perform (a) the duties of the President, and when so acting, shall have all powers of and be subject to all restrictions upon the President, (b) such other duties as, from time to time, may be assigned by the President or by the Board, (c) be Chairman of the Bylaws Committee and (d) The Vice President shall automatically be appointed to the position of President when the position is vacated by the sitting President for the remainder of the previous President's term. 6.3 The Finance Officer must be a Professional Accountant, preferably either a member or an employee of a public accounting firm and may not be a member of the Board. He or his designate shall be responsible for the general financial management of the Club and its funds, receiving and accounting for all monies and other assets belonging to the Club not otherwise provided for herein. The Finance Officer shall (i) submit financial reports as required by the NCRS PAP to the Club at stated periods, (ii) sign financial records of the Club, (iii) sign tax returns and reports, (iv) present financial reports at each Board meeting, (v) create, maintain, update and revise NCRS PAP, (vi) make all bank deposits, all disbursements as approved by the President and/or the Board, (vii) prepare or cause to have prepared all financial statements, financial reports, tax reports and returns, (viii) make financial recommendations to the President, Activities Manager, Membership Services Manager, and the Board, (x) make a periodic review of the Club's financial statements, (xi) present an annual budget at the annual meeting of the Board, (xii) make a periodic review of each Chapter's financial statement, (xiii) exercise such other duties as from time to time pertain to the office of the Treasurer, and is authorized to work closely with the Membership Services Manager and the Activities Manager (ix) perform such other duties as, from time to time, may be assigned by the President or by the Board. 6.4 The Secretary shall (a) keep the minutes of the Board meetings (b) see that all notices are duly given in accordance with these Bylaws or as required by law, (c) be custodian of the current Club minutes; all documents, and, (d) in general perform all duties as from time to time may be assigned by the President or by the Board. 6.5 The Business Manager shall be responsible for the general business operations of the Club including supervision of all employees and managers. The Business Manager will chair the Business Management Committee which will include the President and Financial Officer. 6.6 The Judging Chairman is responsible for judging coordination, dissemination of accurate judging information to Chapter and Regional event Judging Chairpersons, recruiting of National Team Leaders and National meet judges, maintenance of the Judging and Tabulation recognition program, Corvette Technical Information Manuals and Judging Guides, and the maintenance of the Judging Matrix System. 6.7 The Membership Services Manager shall (a) keep an accurate up-to-date list of Members to be used for the purpose of mailing of official Club publications and publishing a membership roster at the direction of the Board, (b) be responsible for the collection of club membership fees and the forwarding of same to the Finance Officer, (c) be responsible for the dissemination of new member packets, (d) be responsible for the renewal of existing Members, (e) be responsible for the surveying of non-renewed Members, (f) be responsible for acquiring and maintaining an inventory of NCRS Items to promote NCRS, (g) collect funds from the sale of NCRS Items and shall forward all funds on a regular basis to the Finance Officer along with an accurate itemized accounting of each category of items sold, (h) oversee occasional sales of NCRS Items by Chapters and active Members and (i) oversee an ongoing publicity program that may include brochures, mailers, new member information, and the placement of advertising designed to promote the Club and its quest for new Members. 6.8 The Activities Manager is responsible for the planning and execution of both the National Convention and the National Road Tour as designated by the Board. He may select or appoint as many volunteer assistants as he deems necessary, and may secure Chapter participation as required. He shall recommend sites and dates for Regional and National Events, and with Board approval, implement plans for successful events, and be a consultant in aiding and assuring the success of Regional events, Chapter meets, or road tours. 6.9 The Regional Director shall be the Managers presiding over all general business dealings with Chapters. The Regional Director shall be responsible (a) for preparing and maintaining a list of all Chapters affiliated with NCRS, including Chapter name, mailing address, and current Chairman/President and Officers, and (b) for keeping all NCRS Chapters informed regarding changes and updates to NCRS PAP. The Chapter list shall be printed annually, in the summer issue of TCR or Driveline and shall become the official list of recognized NCRS Chapters as of the date of printing. Chartering dates and numbers shall be retained as a part of the official chartering records by the Regional Director. 6.10 The Editors are responsible for the publication of the quarterly magazine, TCR, and the bi-monthly Newsletter, Driveline as provided in Article VII. The publications will be laid out, edited and printed under the direct supervision of the Editor, whose responsibility includes (a) soliciting original material, (b) editing and verifying, (c) assembling suitable reprint material and seeking of permission when necessary, (d) including his own original material relating to the Club in any of its many facets, and (e) managing publication cost structure and mailing expense. The Editors shall apply the highest standards of journalism in verifying all material to be published by NCRS. The Editor's compensation and fringe benefits shall be determined by the Board. The Editors should, in all spoken and printed word, reflect the best interest of the Club and reflect Board policy as interpreted or conveyed to him by either the President or the Publications Committee. ARTICLE VII - NCRS PUBLICATIONS 7.1 All Publications are subject to the direction and control of a three person Publications Committee, comprised of the Finance Officer and two (2) Board Members, designated by the President. The expiration of the two Board Members' terms shall be in alternating years. The Publications Committee shall supervise the activities of the Editors and all publications on a continuing basis within the guidelines established by these Bylaws and policy as determined, from time to time, by the Board. 7.2 The content of TCR will be in the best interest of the Club with emphasis on technical material, but with suitable balance to cover news of the Club, it's Chapters, and it's Members as is deemed appropriate. Chapter coverage shall be handled in an equitable manner with all active Chapters receiving comparable printed coverage. Driveline is published to keep members current and informed on a variety of National, Regional and Chapter activities, as well as national news affecting the Club segment of the hobby. In addition, it will provide space at no cost within established Board approved guidelines for Members to seek or sell Corvettes and related parts or services. It will also, as space permits, publish paid space advertising, at the discretion of the Editor, and in harmony with Board policies. 7.3 Every effort should be made to publish TCR and Driveline on a punctual schedule with mailing by the fifteenth working day of the month due: January, March, July and September for TCR and January, March, May, July, September and November for Driveline, so that via second class (TCR) or third class (Driveline) bulk mail, all members receive each magazine by the end of that month. 7.4 In addition to regular publications, the Editors should be prepared to assist, as directed by the Publications Committee, in all other printed matter created by or used by the Club, including, but not limited to, Judging Guides, judging forms, instruction or procedure manuals, awards, certificates, publicity and membership recruiting material. 7.5 All printed material and material submitted for printing, but not printed, are the exclusive property of NCRS. The Editors for the sole benefit of NCRS shall copyright all printed material. 7.6 The Editors will review articles written by persons for a potential personal interest or gain. The Publications Committee will review articles written by the Editor. This review process will enable the Club to have the highest degree of care and attention for such articles with efforts toward independence and documentation. ARTICLE VIII - MEMBERSHIP - GENERAL 8.1 NCRS shall accept membership for Persons throughout the world who support the purposes of the Club without discrimination on the basis of race, color, creed, religion, or national origin, nor restricted to owners of Corvette automobiles and who submit a membership application accompanied by dues in U.S. funds (or proper equivalent). 8.2 Membership in NCRS is not transferable or assignable to anyone except the remainder of a paid membership to the surviving spouse in the event of the death of a paid Member. 8.3 The Board may, from time to time, (a) determine or adjust the amount of annual dues which will cover a twelve-month period beginning with receipt of dues, or (b) establish dues for more than a twelve-month period. Payment of dues shall be on the anniversary month of the member as determined by the Board. Notification of annual dues may be by use of mailing label, by separate letter, or by other notice. 8.4 When membership information is properly entered on an application form and accompanied by payment of one year dues in advance, the Member is admitted and issued a Club number by the Membership Services Manager upon receipt of the application. The name, address, date, and number of each Member shall be entered on the records of the Club. 8.5 Upon admission and so long as dues are paid currently and a Member has not been suspended or expelled, each Member is entitled to any and all services, publications, and benefits provided by NCRS to its Members. If any publication date is delayed beyond the expiration of any Member's paid dues period that publication will be sent as if it had been published punctually. 8.6 Any member initiating litigation toward the organization shall automatically be expelled from NCRS membership except in such instances where a member suffers injury as a result of an intentional or negligent act and there have been legitimate injuries and there is a legitimate claim for compensation. This expulsion shall include the primary member, the spouse, and their heirs. If the litigation is pursued the expulsion shall be permanent with no rights to reinstatement. There will be no hearing before the board in these cases. If the litigation is dropped, the individual may request in writing an appearance before the board of directors regarding reinstatement in the organization. In such cases the member will be expected to make financial restitution to the organization in the amount equivalent to the expenses the organization incurred in preparing the defense against the litigation. 8.7 The National NCRS number can only be transferred to the surviving spouse in the event of the death of a member. ARTICLE IX - CLASSES OF MEMBERSHIP 9.1 Active Members are Persons who have paid current dues. Active Members are entitled to receive (a) all Club publications, TCR and Driveline, (b) notices of Club activities, and (c) shall each have one vote for Regional Representative within their region at the election. Any active member may be called upon or be appointed to serve in some capacity in NCRS positions. 9.2 Associate Members are the spouse and children (under 23 years of age) of an Active Member. Associate Members may participate in Club functions along with Active Members without additional dues, but shall not have voting privileges nor receive additional copies of publications. An Associate Member may become an Active Member by application and paying membership dues. 9.3 Honorary Members are persons so designated by the Board who have made significant contribution to the Club in any way, to Corvette history, or to the automotive hobby. Honorary Members are entitled to receive all Club publications and participate in all Club functions, but shall not have any voting rights, nor pay dues. 9.4 Life Members may be created by Board authorization establishing a one-time fee covering all membership fees for the balance of that member's life. A Life Member has all the rights and privileges of an Active Member. ARTICLE X - TERMINATION OF MEMBERSHIP 10.1 When any Member is in default in the payment of dues, membership is automatically terminated. 10.2 Any Member may resign by filing a written resignation with the Secretary who shall make a record of the resignation and notify the Membership Services Manager. Resignation shall not relieve the resigning Member of the obligation to pay assessments or other charges theretofore accrued and unpaid, nor is a resigning Member entitled to a refund of dues. 10.3 The Board, by a 2/3 majority of those voting, may suspend any Member whose conduct, in its reasonable judgment, (a) is in conflict with the purpose of the Club, (b) may adversely affect the reputation or interests of the Club or (c) is contrary to any provisions of these Bylaws, NCRS PAP or the Judging Reference Manual. Suspension will be effective as of the date of the written communication informing the Member of the suspension. The suspended member will be given the opportunity to personally (not by agent, attorney or other representative) appear for a hearing before the Board of Directors during the first available scheduled Board Meeting after being informed of the suspension, or submit a written statement to the Board of Directors to be read and discussed during the first available Board of Directors meeting. The Board may, by a 2/3 majority of those voting, reinstate the Member provided the member meets the terms that the Board deems appropriate, or may vote to continue the suspension. The Member will be notified by mail of the final decision of the Board. Any member whose membership is under suspension may not participate in any National, Regional or Chapter event, access the NCRS Discussion Board, renew membership, rejoin the Club, or vote in any election. A suspended Member is not entitled to a refund of dues unless the Board elects to do so. ARTICLE XI - ALL MEETINGS - GENERAL INFORMATION AND RULES 11.1 ROBERTS RULES OF ORDER shall be the parliamentary authority regarding all Board and Membership meetings. Prior to the commencement of any meeting the Chairman of the meeting shall designate the person who shall serve as the parliamentarian for each such meeting. 11.2 The "Order of Business" of any meeting shall be as follows: a) Registration of those present. b) Presentation of any proxies. c) Call to order by the presiding Officer. d) Reading of the minutes of the previous meeting by the Secretary or his designate, and their approval. e) Election of Officers. f) Election of Managers. g) Treasurer's report. h) Committee reports. i) Old business. j) New business. k) Unfinished business. l) Comments by Officers or others. m) Adjournment. 11.3 During all meetings, Board or Membership, a majority vote of those present (including proxy votes during Board meetings) shall prevail unless otherwise provided in these Bylaws ARTICLE XII - MEMBERSHIP MEETINGS 12.1 The Annual Membership Meeting shall be held between June 1 and August 31 each year at a time and place designated as part of the NCRS National Convention. The date, time, and place of this meeting shall be published in the Convention Schedule of Events as presented in the Driveline. The purpose of the Annual Membership Meeting is to introduce the newly elected Officers and Board Members and to transact any other business that may come before the Annual Membership Meeting. 12.2 The Annual Membership Meeting must not be in conflict with any other event or function of the National Convention. Any business may properly come before the Annual Membership Meeting, whether or not it was included in a proposed agenda. Only Active Members may speak and vote at the Annual Membership Meeting, unless the Active Members present vote to hear others. No proxy votes are allowed during any Membership Meeting. ARTICLE XIII - REGIONS 13.1 In order to encourage more meaningful events with larger attendance resulting in more Corvettes being shown the Club shall be apportioned into nine geographic Regions, as follows: (a) Region I - Connecticut, Maine, Vermont, New Hampshire, New York, Massachusetts, Rhode Island, New Brunswick (b) Region II - Ohio, Michigan, Ontario, Quebec (c) Region III - Pennsylvania, Virginia, West Virginia, Maryland & D.C., New Jersey, Delaware (d) Region IV - South Carolina, Florida, Georgia, Alabama, Mississippi, Tennessee, Kentucky, North Carolina (e) Region V - North Dakota, South Dakota, Minnesota, Iowa, Wisconsin, Illinois, Indiana and Manitoba (f) Region VI - Utah, Wyoming, Colorado, New Mexico and Nebraska (g) Region VII - Kansas, Oklahoma, Texas, Missouri, Arkansas and Louisiana (h) Region VIII - Washington, Oregon, Idaho, Montana, Alaska, British Columbia, Alberta and Saskatchewan (i) Region IX - California, Hawaii, Arizona and Nevada (j) All areas outside the Fifty (50) United States and Canada shall be represented by the Vice-President of NCRS. These regional boundaries are based upon geographical areas. If at any future date the Board feels it appropriate, these boundaries may be altered. 13.2 Each Region shall elect one person who will serve as Regional Representative and member of the Board. The Secretary of NCRS shall serve as the administrator of the election. A notice of election and a request that nominations be forwarded to the Secretary for open positions shall be published in the May/June and July/August issues of the Driveline with nominations closing on August 10th. Term of office shall be three years coinciding with the calendar year. Each year three of the nine Regional Representatives shall be subject to reelection. There are no term limits for Regional Representatives. Nominations may be made by any Active Member in good standing within the Region of the nominee. Each nominee must have the signatures of 10 active members which shall be submitted to the NCRS Secretary along with his application for nomination no later than August 10th. Each nomination shall also be accompanied by a signed statement indicating that the nominee is willing and has the time to serve the Region and Club if elected. Upon receiving the nomination, and if requested by the nominee, the Membership Service Manager will forward a mailing list of all Active Members in the Region to the nominee. If no nominations are received from a Region, Board representation from that Region shall be appointed by the President and approved by the Board. 13.3 The Secretary shall prepare the ballot to be made available to the membership both in hardcopy and online. The hardcopy version is to be printed on the back cover of the September/October Driveline. Only ballots that are legibly signed by a verifiable resident of the Region will be tabulated and counted. Ballots shall be returned to the Secretary and tabulated. Copied or facsimile ballots will be counted. The membership # must be included. The online version is to be accessible only through the 'members only' section of the NCRS website requiring a member to first register for access. The online version will be available October 1. Online votes will be held in a secured database and tabulated by the Secretary at the close of the election. A member may use either method to vote but not both and may vote for a Regional Representative of his or her Region only. The cut-off date for both methods of voting will be October 31. The combined results of hardcopy and online votes will be published in the next available Driveline. All Active Members shall have the right to vote for Regional Representative, whether or not they have Chapter affiliation within that Region. ARTICLE XIV - REGIONAL REPRESENTATIVE 14.1 The Regional Representatives may be named to committees, offering advice to the Chapter Officers, taking part in Chapter meetings, keeping current with Club activities, and being responsible for the direction of NCRS. A Regional Representative shall also recommend for charter, any prospective Chapter that meets qualifications for recognition. 14.2 Each Regional Representative shall be an Active Member, a resident within the Region he serves, and must be willing to accept the responsibilities and duties of the position, if elected. 14.3 In the event of a vacancy within thirty (30) days of the occurrence of the vacancy, the President with Board approval shall appoint an Active Member from within the Region to act as Regional Representative until the next scheduled election. 14.4 In the event a Regional Director or employee becomes incapacitated, the President, with Board approval, may replace individual as per procedures outlined and established in these NCRS Amended and Restated Bylaws. ARTICLE XV - CHAPTERS 15.1 A group of 25 or more NCRS Members can apply for recognition and charter as a Chapter of NCRS. At least 25 of these members must reside in the same general geographic area as the proposed new Chapter. Chapter requests shall be made on the Chapter Application Form obtainable from the Regional Representative. A Chapter will be granted a Chapter Charter only after a one year probationary period and after meeting and demonstrating observance of the Chapter Manual. Chapter Charters are for one year periods and will be renewed on an annual basis providing the Chapter has observed the provisions of the Chapter Manual. 15.2 Chapters are prohibited from participating in events in which the image of NCRS, or the presence of Members, causes profit or financial gain for another organization, commercial enterprises, or individual. 15.3 Funds raised at Chapter events, or Chapter participation in outside events, must flow to either the Chapter or NCRS as specified in these Bylaws. 15.4 The granting of a Charter to a Chapter does not authorize the Chapter or any Member of the Chapter to act as agent or agents of NCRS or to create any obligations binding upon NCRS or to issue any statements or publication in the name of NCRS or purporting to emanate from NCRS. 15.5 Any group requesting a charter as a Chapter must submit an acceptable set of bylaws governing its operation, which shall include the following: (a) The Chapter agrees to conform to the provisions of the Bylaws of NCRS, which take precedence in the event of any conflict, and that the Chapter will abide by decisions of the NCRS Board and follow the directions of the Chapter Manual. (b) The Chapter has all responsibility, financial and otherwise, for all activities it conducts and NCRS shall not be responsible for any debts or other obligations incurred by the Chapter. (c) Only Active Members of NCRS will be accepted as members of the Chapter and every Active Member shall be entitled to participate in all Chapter events. (d) The Chapter will levy its own dues and have its own publication. (e) The Chapter will keep accurate books and records of accounts on the calendar year (January 1 - December 31) basis. (f) The Chapter will elect its Officers and positions to serve on a calendar year basis. It is suggested that no Officer serve more than three one-year terms. (g) The Chapter will use ROBERTS RULES OF ORDER as its parliamentary authority and will use NCRS Order of Business for its business meeting, as stated in these Bylaws. NCRS reserves the right to establish a uniform set of Chapter Bylaws (the "Chapter Bylaws"). When the Chapter Bylaws have been adopted by NCRS, each Chapter must replace its Bylaws with the Chapter Bylaws within twelve (12) months. Failure to so adopt the Chapter Bylaws shall result in revocation of the Chapter Charter. When Chapter Bylaws are adopted, no Chapter may amend the Chapter Bylaws without the prior written consent of NCRS. 15.6 Each Chapter must notify the Regional Representative of any changes in its bylaws. Each Chapter must submit a complete copy of its bylaws when requested to do so by the Board, which copy shall be permanently on file in the National Office. The first two sentences of this Paragraph shall no longer be applicable twelve (12) months after adoption of Chapter Bylaws as provided in paragraph 15.5. Each Chapter must submit whatever information and (or) records requested by the Board within the time limit requested by the Board. 15.7 A Chapter shall serve a specific Geographic Area, such as a portion of a state, whole state, or several states, with only one Chapter per specific Geographic Area. A Chapter may not have a Geographic Area larger than the area it can realistically be expected to serve. Each Chapter is part of a designated Region. 15.8 Each Chapter will cooperate with its Regional Representative in scheduling meets/events so as to avoid conflicting dates with other Chapters in the Region or with the National Events. 15.9 Each Chapter President will represent his Chapter within the Region and will report to the Regional Representative. 15.10 Chapter meets shall follow the guidelines set forth in Chapters Operation & Guideline Manual. ARTICLE XVI - CHAPTERS - PROBATION AND TERMINATION 16.1 Any Chapter may be placed on probation status or have its charter revoked by a 2/3 vote of the Board for (a) failure to conform to the purpose for which NCRS was organized (b) for conduct which may adversely affect the reputation or interests of NCRS (c) failure to follow the Chapter Manual, or (d) to submit information and/or records requested by the Board within the time limit set by the Board (i.e., Chapter annual report). 16.2 Chapter revocation can be taken only after the Chapter has been informed of the charges and been given an opportunity to personally appear at a hearing or submit a written statement before a meeting of the Board. 16.3 Upon the Secretary's receipt of the written request of a Chapter under probation, or termination, the Board may by a 2/3 vote, reinstate such Chapter subject to compliance with such terms as the Board deems appropriate. 16.4 Any Chapter may dissolve and disband by a 2/3 majority vote of all its Active Members. Notice of a Chapter dissolution and disbandment must be given in writing to the Regional Director within 30 days of dissolution. 16.5 Revocation, forfeiture, dissolution or disbandment of a Chapter shall not affect any Member's rights as a member of NCRS. ARTICLE XVII - FINANCIAL POLICY 17.1 The Board may authorize any officers or agents of the Club, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Club. Such Amended and Restated Bylaws as of July 18, 2014 authority may be general or confined to specific instances. No Officer, agent, Member or employee shall have the authority to make any contract or agreement binding on the Club or to render the Club liable for any purpose or amount of money except as provided by these Bylaws. 17.2 The Finance Officer shall issue and maintain the NCRS PAP which shall serve as a financial guide for all Directors, Officers, Chapters, Regions and employees. The NCRS PAP, and all revisions, from time to time, must be Board approved. 17.3 Each Chapter must adopt the NCRS PAP and accordingly conduct its financial matters. 17.4 The Board shall authorize a checking account for the Membership Services Manager and for any other person who has responsibility for disbursing monies. Each account must be operated in strict conformity with the provision in the NCRS PAP. 17.5 The Board shall establish a monetary reserve and maintain the reserve at an amount of money sufficient to produce and publish the current issue of TCR as well as a final Collector Edition. The final Collector Edition shall be completed and mailed to the membership within 120 days of a Board resolution of liquidation. Any remaining monies after the publication and mailing of the final Collector Edition shall be included with the Club's assets and distributed as provided in these Bylaws. 17.6 In no case will TCR give space to advertising or other commercial effort, except for NCRS Items sold to Members either to promote NCRS or as a service to Members. 17.7 The Board may accept, on behalf of the Club any gift, bequest or honorarium. 17.8 The Finance Officer, or a Board designated Member, shall reimburse Officers and Managers for reasonable out-of-pocket expenses (such as postage, phone calls, etc.) incurred in conducting NCRS business as provided in the detailed guidelines contained in the NCRS PAP. ARTICLE XVIII - RECORDS, BOOKS, AND NCRS LIBRARY/ARCHIVES 18.1 NCRS shall keep correct and complete books and records of accounts and shall also keep minutes of the proceeding of its Board and Membership Meetings and shall keep at the National Office a record giving the names, addresses, and numbers of the Members entitled to vote. 18.2 All books and records of NCRS may be inspected by any Member, or his agent or attorney, for any appropriate purpose at any reasonable time upon giving of at least 48 hours advance notice. 18.3 All books and records of NCRS over two years old shall be kept at the National Office. 18.4 NCRS shall have and continuously maintain, in the State of Incorporation, a Registered Agent consistent with the laws of said state. 18.5 Under the primary supervision of the Archives Committee, the NCRS Foundation, Inc (Foundation) Library/Archives shall be established and maintained. All contents of and contributions to the Library/Archives are the sole property of the Foundation. Contributions by Members and outside organizations to the Foundation Library/Archives are to be solicited. Materials which fall within the definition of the Foundation Library/Archives which are, have been, or will be acquired by past, present and future Directors, Officers, Managers and employees, which acquisition was influenced by affiliation with NCRS, are automatically the property of the Foundation and part of the Foundation Library/Archives. 18.6 Under the supervision of the Archives Committee, a complete inventory list of the Foundation's Library/Archives will be maintained at the Archives Committee Chairpersons Office and the AACA Library in Hershey, PA Office, copies of which shall be readily available to all Members and Chapters. From either Office, Members or Chapters may obtain copies at a reasonable per page duplication charge in reasonable quantities of those materials for the purposes of supporting research and for technical programs and presentation at Chapter meetings. No original materials of any nature whatsoever may be removed from the Foundation's Library/Archives. 18.7 The three person Library/Archives Committee shall be comprised of the Finance Officer and two (2) other members designated by the President. The initial term shall be for one member shall be 2 years and for the other member shall be for 3 years. All terms after the initial term shall be for a 3-year period. The Archive Director will be an ex officio member of the committee. The Library/Archives Committee shall be responsible for all Library/Archives storage, procurement and record keeping. 18.8 All judging records are the property of NCRS and shall be stored subject to the supervision of the Judging Chairman. ARTICLE XIX - POLICY, GENERAL 19.1 In the event NCRS is liquidated, the properties of NCRS shall be presented to a non-profit club or association organized and operating exclusively for an exempt purpose as provided by IRS section 501(c) 3 or IRS section 501(c) 7. ARTICLE XX - JUDGING 20.1 The Judging Chairman shall be the final authority in resolving any judging conflict arising during or subsequent to any NCRS event and shall maintain centralized files containing meet results and other judging data. At all National Conventions, Regional Events, and Chapter Meets, judging must follow the procedures outlined in the Judging Reference Manual. 20.2 The Judging Chairman shall appoint one or more Judging Teams headed by a Judging Team Leader as required to support the creation, maintenance and updating of a series of Technical Information Manual and Judging Guides designating specific areas to be judged for each particular model year pertinent to the model years of the vehicles deemed eligible for judging under NCRS rules. ARTICLE XXI - NATIONAL CONVENTION AND ROAD TOUR 21.1 There shall be one National Convention and one National Road Tour each calendar year, (the "National Events"). The National Road Tour ends at the National Convention. The National Events may be held at any location within the continental United States or Canada. The National Events shall be Board sponsored and be under the direct supervision, planning, and responsibility of the Activities Manager. 21.2 The Activities Manager and the sponsoring Chapter or Chapters shall conduct National Events for the benefit of Members only, in a professional manner and in keeping with the aims and goals of the Club. 21.3 There shall be no Chapter event or Regional Event scheduled that would conflict with or be within two weeks prior to or following the National Events. 21.4 The National Convention shall be held between June 1 and August 31 at a site chosen by the Board. A National Convention may be sponsored by a Chapter or a group of Chapters within a Region. 21.5 Convention Proposals (a) Any Chapter(s) desiring to cosponsor a National Convention must make a preliminary proposal to the Board at least three years in advance of the convention date. The proposal shall (i) identify the chosen site and (ii) explain the facilities available and (iii) proposed event budget. The Board will notify all applicants of the selection of co-sponsor(s) after its review of all proposals. (b) In developing the proposals, the proposing Chapter(s) must work closely with the Activities Manager. The proposals to be made to the Board shall be screened in advance by the Activities Manager and presentation to the Board may only be made with his approval. 21.6 There shall be no event at a National Convention scheduled to conflict with Annual Membership Meetings. 21.7 There shall be no events scheduled at any NCRS Convention that excludes any Members present. 21.8 The Convention Chairperson as approved by the Board is authorized to raise funds by registration, banquet ticket sales, vendor fees, side- trip fees, etc., to provide necessary money to conduct the National Convention. All fees shall be approved in advance, by the Finance Officer. After the Convention, but no later than December 31 in the year in which the National Convention was held, a full financial accounting in accordance with NCRS PAP will be prepared by the Finance Officer and submitted to the Board. ARTICLE XXII - REGIONAL EVENTS 22.1 The Board encourages a Chapter or group of Chapters to hold Regional Events at locations within the six general geographic areas of the United States. These general areas are: Northeastern, Southeastern, North Central, South Central, Northwest and Southwest United States. 22.2 Any Chapter or group of Chapters desiring to conduct a Regional Event shall present its plans, dates and details to the Activities Chairman, as requested, prior to the Board Meeting and in cases of conflict, the Board's decision shall prevail. The Board shall have the right to exercise guidance and, if necessary, control measures to assure that such Regional Events are conducted in strict compliance with these Bylaws, the National Convention Guidelines with Regional Addendum, prevailing rules, and standards pertaining to judging and general Board policy. 22.3 The Board shall in no way participate in either the profit or the loss from any Regional Event, but has the right to exercise guidance in overseeing the planning for each Regional Event so as to anticipate financial success. 22.4 There shall be no events scheduled at any Regional Event that excludes any Members present. 22.5 Team Leaders and the Advanced Judging School Instructor will not be required to pay registration fees for Regional Meets and National Convention effective Jan. 2010. (Advanced Judging School Instructor added January, 2011). 22.6 Guest registration fee for NCRS Events is valid for non-NCRS members only. Registration form is to include the words "Guest (Non-NCRS members only)". NCRS members cannot be the guest of another NCRS member. NCRS members who wish to attend an NCRS event must register. ARTICLE XXIII - GENERAL 23.1 NCRS shall, with Board approval, maintain a General Liability Insurance Policy, Property Damage and General Casualty Insurance Policy and Directors/Officers Errors and Omissions Insurance Policy to protect the Club and its Officers, Managers, Board Members, and Members in event of any loss or injury arising out of any sanctioned NCRS activity held at National, Regional and Chapter level. 23.2 NCRS shall, with Board approval, maintain a Worker's Compensation insurance policy or contribution to a state fund, if applicable, to protect its employees. 23.3 NCRS shall indemnify its Officers, Managers, and Board Members for any damages arising from their duties performed for the Club when those persons perform their duties in good faith, in a lawful way and within the scope of authority. ARTICLE XXIV - BYLAWS 24.1 Amendments to these Bylaws may be proposed by any member of the Board or by any 20 Active Members. 24.2 These Bylaws shall not be amended or changed in any way that could reduce, nullify or change the nonprofit status of NCRS. 24.3 Proposed amendments must be submitted in writing to the President. The President shall submit the proposed amendments to the Board for a vote within 15 months of the date of receipt. 24.4 Any proposed amendment may be (a) referred to a Bylaws and Rules Committee appointed by the President for its study and recommendation to the Board, and (b) may be submitted to an attorney by the Bylaws and Rules Committee to assure that the Club nonprofit status will not be adversely affected. 24.5 The Board must vote on any proposed bylaws amendment submitted to it by (a) written mail ballot, (b) by oral or written ballot at the Annual Meeting, (c) or any special Board meeting. All mail ballots must be returned to the Secretary. Any proposed amendment must receive a 2/3 majority vote of the entire Board in order to pass. 24.6 The Bylaws have been completely amended and restated by action taken by the Board at its Annual Meeting held on March 28, 2009 and or effective as of such date. Any subsequent amendment shall be effective as of the date specified in TCR or Driveline. 24.7 If any portion, section or Article of these Bylaws is found to be unconstitutional or ruled null and void, the remaining sections and Articles of the Bylaws remain in effect. The End Amended and Restated Bylaws as of July 18, 2014

[Loren L.]

Re: NCRS By-laws

It was my understanding that when they were added to the web site this summer, they were up-to-date. Have more changes been made?

[Joe R.]

Re: NCRS By-laws

Loren,

It says "Amended and Restated Bylaws as of July 18, 2014"

Probably done at the National Meet.

JR